ASSIGNMENT OF COMMON STOCK
THIS ASSIGNMENT made this 17th day of February, 2005 by and between
CORNELL CAPITAL PARTNERS, LP, with an office at 000 Xxxxxx Xxxxxx - Xxxxx 0000,
Xxxxxx Xxxx, XX 00000 (the "Assignor"), and NEOMEDIA TECHNOLOGIES, INC., with an
office at 0000 Xxxxxx Xxxxxx, Xxxxx 000, Xx. Xxxxx, FL 33901 (the "Assignee").
WITNESSETH
WHEREAS, PICK UPS PLUS, INC. (herein the "Company") issued to the
Assignor, on _______, TWENTY MILLION (20,000,000) shares of the Common Stock of
the Company (herein referred to as the "Common Stock");
WHEREAS, Assignor desires to assign such Common Stock to Assignee as well
as and all rights and benefits conferred therein and the Assignee desires to
purchase such Common Stock and all rights and benefits conferred therein for a
total purchase price of THREE HUNDRED EIGHTY EIGHT THOUSAND SEVEN HUNDRED SIXTY
EIGHT AND TWENTY TWO CENTS ($388,768.22) (the "Purchase Price").
NOW, THEREFORE, for and in consideration of the Purchase Price, receipt of
which is hereby acknowledged, and in further consideration of the mutual
covenants hereinafter set forth, the parties hereby agree as follows:
1. Assignor does hereby assign, transfer and set over to Assignee, its
successors and assigns, all of its rights, benefits conferred, title, interests,
and obligations pursuant to the Common Stock;
2. The Assignor warrants, represents and covenants that:
(a) the copy of the Common Stock attached hereto is a true and
correct copy of the original Common Stock;
(b) Assignor is the sole and absolute owner of the Common Stock,
free of all claims, encumbrances and security interests of every nature;
(c) Assignor has not heretofore assigned, sold, or pledged the
Common Stock, or any interest therein;
3. The Assignee hereby assumes all rights, benefits conferred, title,
interests, and obligations, representations, warranties, and covenants pursuant
to the Common Stock;
4. The Assignee does hereby assume all of rights, benefits conferred,
title, interests, as the holder, in and to the Common Stock;
5. Notices hereunder shall be given in writing by certified or
registered mail, return receipt requested, addressed to such addresses as the
parties may designate.
6. This assignment is binding upon the successors and assigns of the
parties hereto.
7. This assignment shall be effective as of the date first written
above. This assignment and acceptance of same may be executed in one or more
counterparts, each of which shall be deemed an original, but all of which
together shall constitute one and the same instrument. Confirmation of execution
by telex or by telecopy or telefax of a facsimile signature page shall be
binding upon that party so confirming.
IN WITNESS WHEREOF, the parties hereto have executed this instrument the
day and year first above written.
THE ASSIGNOR:
CORNELL CAPITAL PARTNERS, LP
By: Yorkville Advisors, LLC
Its: General Partner
By: /s/ Xxxx Xxxxxx
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Name: Xxxx Xxxxxx
Xxx: Portfolio Manager & President
ACCEPTANCE OF ASSIGNMENT
The undersigned, being the Assignees set for the above, does hereby
acknowledge and accept the foregoing Assignment on this 17th day of February,
2005.
ASSIGNEES:
NEOMEDIA TECHNOLOGIES, INC..
By: /s/ Xxxxx X. Xxxxx
-----------------------------------
Name: Xxxxx X. Xxxxx
Its: Chief Financial Officer
